Pinstripes Holdings(PNST) - 2023 Q2 - Quarterly Report

Financial Position - As of June 30, 2023, the company had cash of $358,560 and a working capital deficit of $5,024,457[128]. - As of June 30, 2023, the Trust Account held treasury securities valued at $42,190,562, including approximately $1,173,738 in interest income[142]. - As of June 30, 2023, the Trust Account balance was $42,190,562 after an aggregate payment of $210,031,815.49 to redeeming holders of 20,151,313 shares of Class A common stock at approximately $10.42 per share[150]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2023, and has a contractual obligation to pay $10,000 monthly for office space and operational support[152][153]. Business Combination Plans - The company anticipates completing its Initial Business Combination with Pinstripes, Inc. in the fourth quarter of 2023, subject to stockholder approval and other closing conditions[131]. - The pre-money equity value of Pinstripes is set at $429,000,000, with an exchange ratio of 2.5 shares of company common stock for each share of Pinstripes common stock[132]. - The company expects to incur significant costs in pursuing its Initial Business Combination plans and does not anticipate generating operating revenues until after the completion of the business combination[128][133]. - The company may need additional financing to complete its Initial Business Combination or to address potential redemptions of public shares[146]. - The company has the option to extend the deadline for completing its Initial Business Combination to December 24, 2023[148]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $6,582,267, which included $3,207,927 in expenses and a $4,224,105 loss on the change in the fair value of warrant liabilities[134]. - The company generated gross proceeds of $241,500,000 from its Initial Public Offering, with a total of $246,330,000 placed in the Trust Account[139][141]. - The company has withdrawn $1,888,546 of interest earned from the Trust Account to pay taxes through June 30, 2023[142]. Fees and Obligations - The deferred underwriter fee was reduced from $9,660,000 to $3,622,500, which will be payable only upon the completion of an Initial Business Combination[154]. - A success fee of $4,000,000 will be paid to William Blair if the Initial Business Combination is consummated, with a placement fee of 5.00% on total transaction consideration for any securities offering[155]. - The Sponsor has permanently waived its right to receive monthly fees for the three and six months ended June 30, 2023, and expects to continue this waiver in future periods[153]. Share Structure - Following the conversion of 2,000,000 shares of Class B common stock to Class A common stock, there are now 5,998,687 shares of Class A and 5,245,000 shares of Class B common stock outstanding[151].